<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C., 20549
FORM 8-K/A
(An amendment to Form 8-K filed on July 16, 1997)
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (date of earliest event reported): July 1, 1997
------------------------
INTERNATIONAL HOME FOODS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-3377322
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1633 LITTLETON ROAD, PARSIPPANY, N.J. 07054
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (201) 359-9920
------------------------
1
<PAGE> 2
INTERNATIONAL HOME FOODS, INC.
INDEX TO FORM 8-K/A
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
The following consolidated financial statements of Bumble Bee Seafoods, Inc.
and Subsidiaries (collectively referred to as "Bumble Bee Seafoods, Inc.") are
filed with amendment to International Home Foods, Inc. (the "Company" or "IHF,
Inc.") Form 8-K which was previously filed on July 16, 1997.
<TABLE>
<CAPTION>
PAGE NO.
--------
<S> <C>
Independent Auditors' Report 3
Consolidated Balance Sheet - December 31, 1996 and 1995 4
Consolidated Statement of Operations and Accumulated Deficit -
Years Ended December 31,1996, 1995 and 1994 5
Consolidated Statement of Cash Flows - Years Ended
December 31, 1996, 1995 and 1994 6
Notes to Consolidated Financial Statements 7-16
</TABLE>
2
<PAGE> 3
BUMBLE BEE SEAFOODS, INC.
AND SUBSIDIARIES
INDEPENDENT AUDITORS' REPORT
The Board of Directors
Bumble Bee Seafoods, Inc.:
We have audited the accompanying consolidated balance sheets of Bumble Bee
Seafoods, Inc. and subsidiaries as of December 31, 1996 and 1995, and the
related consolidated statements of operations and accumulated deficit, and cash
flows for each of the years in the three-year period ended December 31, 1996.
These consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Bumble Bee
Seafoods, Inc. and subsidiaries as of December 31, 1996 and 1995, and the
results of their operations and their cash flows for each of the years in the
three-year period ended December 31, 1996, in conformity with generally
accepted accounting principles.
The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 6 to
the consolidated financial statements, the Company's notes payable and
subordinated note payable were due and payable in May 1996; non-payment has
constituted events of default. The Company does not currently have the funds to
retire these obligations. Such conditions raise substantial doubt about the
Company's ability to continue as a going concern. Management's plans related to
this matter are described in Note 6 to the consolidated financial statements.
The consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
April 11, 1997, except as to Note 9
which is as of July 1, 1997
3
<PAGE> 4
BUMBLE BEE SEAFOODS, INC.
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED
DEC. 31, DEC. 31,
ASSETS (NOTE 6) 1996 1995
---------- -----------
<S> <C> <C>
Current assets:
Cash $ 2,098 $ 2,815
Trade accounts receivable, less allowance for doubtful accounts of $844
and $985 in 1996 and 1995, respectively 32,174 36,053
Other receivables 607 1,148
Inventories (note 2) 82,312 82,300
Prepaid expenses 4,758 4,775
--------- ---------
Total current assets $ 121,949 $ 127,091
--------- ---------
Investment in SEAFMAN at cost (note 1) 1,992 1,992
Property and equipment, net (note 3) 20,308 21,367
Goodwill, less accumulated amortization of $97,547 and
$30,174 in 1996 and 1995, respectively (note 9) 73,262 140,635
Other assets 725 733
--------- ---------
$ 218,236 $ 291,818
--------- ---------
LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT)
Current liabilities:
Notes payable (note 6) 100,150 100,150
Revolving line of credit (note 6) 70,111 68,313
Accounts payable:
Trade and other (note 7) 51,516 51,164
Unicord Public Company Limited (note 7) 7,062 7,514
Accrued liabilities 26,733 24,045
--------- ---------
Total current liabilities $ 255,572 $ 251,186
--------- ---------
Stockholder's equity (deficit) (note 6):
Common stock, $1.00 par value; authorized,
issued and outstanding 35,000 shares 35 35
Additional paid-in capital 121,965 121,965
Accumulated deficit (159,336) (81,368)
--------- ---------
Total stockholder's equity (deficit) (37,336) 40,632
--------- ---------
Commitments, contingencies and subsequent event (notes 8 and 9)
$ 218,236 $ 291,818
========= =========
</TABLE>
4
<PAGE> 5
BUMBLE BEE SEAFOODS, INC
CONSOLIDATED STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
FOR YEARS ENDED DECEMBER 31,
1996 1995 1994
---------- --------- ---------
<S> <C> <C> <C>
Sales, net of allowances $ 395,607 $ 393,704 $ 410,192
Cost of sales (note 7) 275,678 273,888 285,409
---------- --------- ---------
Gross profit 119,929 119,816 124,783
Selling and promotional expenses 96,431 90,561 93,864
General and administrative expenses 14,459 13,419 14,592
Amortization and write-off of goodwill (note 9) 67,373 5,227 4,632
---------- --------- ---------
Operating income (loss) (58,334) 10,609 11,695
---------- --------- ---------
Other expense:
Interest expense (note 6) 19,322 16,209 11,344
Other expense (income), net (127) 1,620 502
---------- --------- ---------
19,195 17,829 11,846
---------- --------- ---------
Loss before income taxes (77,529) (7,220) (151)
Income taxes (note 4) 439 642 613
---------- --------- ---------
Net loss (77,968) (7,862) (764)
Accumulated deficit at beginning of year (81,368) (73,506) (72,742)
---------- --------- ---------
Accumulated deficit at end of year $ (159,336) $ (81,368) $ (73,506)
========== ========= =========
Net loss per share $(2,227.66) $ (224.63) $ (21.83)
========== ========= =========
</TABLE>
5
<PAGE> 6
BUMBLE BEE SEAFOODS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
FOR YEARS ENDED DECEMBER 31,
1996 1995 1994
-------- -------- ------
<S> <C> <C> <C>
Cash flows from operating activities:
Net loss $(77,968) $ (7,862) $ (764)
Adjustments to reconcile net loss to net cash provided by
(used in) operating activities:
Depreciation and amortization 2,589 2,559 2,786
Amortization and write-off of goodwill 67,373 5,227 4,632
(Gain) loss on disposal of fixed assets -- 13 (93)
Change in assets and liabilities:
(Increase) decrease in trade accounts receivable and
other receivables 4,420 (3,550) 690
Decrease (increase) in inventories (12) 138 (4,718)
Decrease (increase) in prepaid expenses and other
assets 25 (1,234) 1,426
Increase (decrease) in trade and other payables 352 (95) 1,745
Decrease in Unicord Public Company Limited payable
(452) (1,174) (4,026)
Increase in accrued liabilities 7,188 4,508 3,900
-------- -------- ------
Net cash provided by (used in) operating
activities 3,515 (1,470) 5,578
-------- -------- ------
Cash flows from investing activities:
Proceeds from sale of fixed assets -- 31 147
Acquisition of machinery and equipment (1,530) (1,152) (1,413)
-------- -------- ------
Net cash used in investing activities (1,530) (1,121) (1,266)
-------- -------- ------
Cash flows from financing activities:
Contribution of capital by Unicord Public Company Limited
-- 4,000 --
Principal proceeds from revolving line of credit, net 1,798 7,057 2,152
Principal repayments on long-term debt (4,500) (8,000) (7,000)
-------- -------- ------
Net cash provided by (used in) financing
activities (2,702) 3,057 (4,848)
-------- -------- ------
Net increase (decrease) in cash (717) 466 (536)
Cash at beginning of year 2,815 2,349 2,885
-------- -------- ------
Cash at end of year $ 2,098 $ 2,815 $ 2,349
======== ======== ======
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest $ 12,083 $ 13,369 11,007
Income taxes 387 716 681
</TABLE>
6
<PAGE> 7
BUMBLE BEE SEAFOODS, INC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
DECEMBER 31, 1996, 1995 AND 1994
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization and Description of Business
Bumble Bee Seafoods, Inc. (the Company or BBSI) was incorporated in the
state of Delaware on June 11, 1984 and commenced operations effective
June 8, 1985. The Company produces, distributes and markets various
canned seafoods and seafood derivative products including tuna, salmon
and pet foods. The Company operates plants in Mayaguez, Puerto Rico and
Santa Fe Springs, California.
In September 1989, in simultaneous transactions, Unicord Public Company
Limited (Unicord), a Thailand-based company, acquired all outstanding
common stock of Uni Group, Inc. (UGI), a Delaware corporation through a
wholly-owned subsidiary, Uni Group, Inc., a British Virgin Islands
corporation, and UGI acquired all outstanding stock of BBSI. The
acquisition cost of $285,000 was financed by approximately $35,000 of
cash and $250,000 of notes payable.
The acquisition was accounted for as a purchase. Push-down accounting
has been applied to reflect the fair market value of the assets acquired
and liabilities assumed, including liabilities incurred to finance the
transaction.
Principles of Consolidation
The consolidated financial statements include the financial statements
of the Company and its three wholly-owned subsidiaries, Bumble Bee
International, Inc. (BBII), Commerce Distributing Company, and Santa Fe
Springs Holding Company. All significant intercompany balances and
transactions have been eliminated in consolidation.
The Company has a minority ownership interest in Sociedad Ecuatoriana de
Alimentos y Frigorificos Manta, C.A. (SEAFMAN), an Ecuador corporation.
In accordance with Ecuadorian regulations, the Company may not hold,
either legally or beneficially, a controlling interest in SEAFMAN or
exercise significant influence over its operations. The investment in
SEAFMAN is accounted for at cost, which approximates its value under the
equity method of accounting.
Inventories
Raw fish inventories are stated at specifically identified cost. All
other inventories are stated at weighted average cost, not in excess of
market.
Goodwill
Goodwill, which represents the excess of purchase price over fair value
of net assets acquired, is amortized on a straight-line basis over the
expected periods to be benefited, 40 years. The Company assesses the
recoverability of this intangible asset whenever events or changes in
circumstances indicate that the goodwill will not be recoverable. The
amount of goodwill impairment, if any, is measured as the amount by
which the carrying amount of goodwill exceeds its fair value.
7
<PAGE> 8
BUMBLE BEE SEAFOODS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
Property, Plant and Equipment
Property, plant and equipment are stated at cost. Depreciation on
machinery and equipment is calculated using the straight-line method
over the estimated useful lives of the assets, generally ranging from
three to ten years; buildings are depreciated using the straight-line
method over 20 years. Leasehold improvements are amortized using the
straight-line method over the shorter of the lease term or the estimated
useful life of the asset.
Income Taxes
The Company accounts for income taxes in accordance with the Financial
Accounting Standards Board's Statement of Financial Accounting Standards
No. 109, "Accounting for Income Taxes" (SFAS No. 109). Under this
method, deferred tax assets and liabilities are recognized for the
future tax consequences attributable to differences between the
financial statement carrying amounts of existing assets and liabilities
and their respective tax bases and operating loss and tax credit
carryforwards. Deferred tax assets and liabilities are measured using
enacted tax rates expected to apply to taxable income in the years in
which those temporary differences are expected to be recovered or
settled. The effect on deferred tax assets and liabilities of a change
in tax rates is recognized in income in the period that includes the
enactment date. The Company maintains a valuation allowance against
deferred tax assets in order to reduce the amount of those deferred tax
assets to an amount that management believes will be realized.
Management bases such estimates on several factors, including the
reversal of deferred tax liabilities, projected future taxable income
and tax planning strategies.
Commitments and Contingencies
Liabilities for loss contingencies, including environmental remediation
costs, arising from claims, assessments, litigation, fines and
penalties, and other sources are recorded when it is probable that a
liability has been incurred and the amount of the assessment and/or
remediation can be reasonably estimated. Recoveries from third parties
which are probable of realization are separately recorded, and are not
offset against the related liability in accordance with Financial
Accounting Standards Board Interpretation No. 39, "Offsetting of Amounts
Related to Certain Contracts."
Fair Value of Financial Instruments
The carrying amounts of all receivables, trade accounts payable and
accrued liabilities approximate fair value due to the short-term nature
of such instruments. It is not practicable to estimate the fair value of
amounts due to Unicord Public Company Limited, trade acceptances to
foreign banks, and notes payable as the payment of these obligations is
dependent upon receiving proceeds from the sale of substantially all
assets of the Company and the approval of the payment of certain
portions of these obligations by the Federal Bankruptcy Court (Notes 6,
8 and 9).
8
<PAGE> 9
BUMBLE BEE SEAFOODS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
Use of Estimates
Management of the Company has made a number of estimates and assumptions
relating to the reporting of assets and liabilities and the disclosure
of contingent assets and liabilities at the date of the consolidated
financial statements and the reported amounts of revenue and expenses
during the reporting period to prepare these consolidated financial
statements in conformity with generally accepted accounting principles.
Actual results could differ from those estimates.
Impairment of Long-Lived Assets and Long-Lived Assets to Be Disposed Of
The Company adopted the provisions of SFAS No. 121, Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed
Of (SFAS No. 121), on January 1, 1996. This Statement requires that
long-lived assets and certain identifiable intangibles, including
goodwill, be reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. Recoverability of assets to be held and used is measured by
a comparison of the carrying amount of an asset to future net cash flows
expected to be generated by the asset. If such assets are considered to
be impaired, the impairment to be recognized is measured by the amount
by which the carrying amounts of the assets exceed the fair values of
the assets. Assets to be disposed of are reported at the lower of the
carrying amount or fair value less costs to sell. In conjunction with
the pending sale of the assets of the Company (Note 10) and in applying
the provisions of SFAS No. 121, the Company recorded a charge to
operations of $63,000 for the year ended December 31, 1996, representing
the write-down of goodwill due to impairment.
Net Loss per Common Share
The computation of net loss per share is based on the weighted-average
number of outstanding common shares during each year. The
weighted-average number of common shares outstanding for the years ended
December 31, 1996, 1995 and 1994 was 35,000.
Reclassifications
Certain 1994 and 1995 amounts have been reclassified to conform with the
1996 presentation.
(2) INVENTORIES
Inventories at December 31, 1996 and 1995 are comprised of the
following:
<TABLE>
<CAPTION>
1996 1995
------- -------
<S> <C> <C>
Raw fish, materials and supplies $13,615 $12,035
------- -------
Finished goods, primarily canned fish 68,697 70,265
------- -------
$82,312 $82,300
======= =======
</TABLE>
9
<PAGE> 10
BUMBLE BEE SEAFOODS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
(3) PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment at December 31, 1996 and 1995 consists of
the following:
<TABLE>
<CAPTION>
1996 1995
-------- --------
<S> <C> <C>
Land $ 3,090 $ 3,090
Buildings 11,978 11,853
Machinery and equipment 20,892 19,616
Furniture and fixtures 1,192 1,181
Leasehold improvements 1,369 1,216
Construction in progress 218 254
-------- --------
38,739 37,210
Less accumulated depreciation and
amortization (18,431) (15,843)
-------- --------
$ 20,308 $ 21,367
======== ========
</TABLE>
(4) INCOME TAXES
The provision for income taxes are primarily the result of local taxes
in Puerto Rico related to the operations of BBII.
Differences between expected income taxes calculated using the federal
statutory rate of 35% in 1996 and 1995, and actual tax expense as
disclosed in the accompanying consolidated statements of operations and
accumulated deficit are attributable primarily to Puerto Rico income tax
and tax benefits of operating losses not recognized, and the Puerto Rico
and possession tax credit.
The tax effects of temporary differences that give rise to significant
portions of deferred tax assets and liabilities are presented below:
<TABLE>
<CAPTION>
1996 1995
-------- --------
<S> <C> <C>
Deferred tax assets:
Operating loss carryforward $ 60,526 $ 53,932
Accounts receivable reserves and allowances 996 597
Accrued liabilities - not deductible for tax 1,464 1,884
Long-term debt - OID difference -- 536
-------- --------
Total gross deferred tax assets 62,986 56,949
Less valuation allowance (54,088) (48,079)
-------- --------
Net deferred tax assets $ 8,898 $ 8,870
======== ========
</TABLE>
10
<PAGE> 11
BUMBLE BEE SEAFOODS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
<TABLE>
<CAPTION>
1996 1995
------- -------
<S> <C> <C>
Deferred tax liabilities:
Property, plant and equipment, principally due to
differences in depreciation $ 504 $ 554
Inventory allowances 319 327
Intangible assets 8,075 7,989
------ ------
Total gross deferred tax liabilities 8,898 8,870
Net deferred taxes $ -- $ --
====== ======
</TABLE>
During the years ended December 31, 1996 and 1995, the valuation
allowance increased by $6,009 and $8,559, respectively. These changes in
the valuation allowance are primarily related to the increase in
operating loss carryforward amounts and the Company's historical levels
of taxable income .
In assessing the realizability of deferred tax assets, management
considers whether it is more likely than not that some portion or all of
the deferred tax assets will be realized. The ultimate realization of
deferred tax assets is dependent upon the generation of future taxable
income during the periods in which those temporary differences become
deductible. Management considers the scheduled reversal of deferred tax
liabilities, projected future taxable income and tax planning strategies
in making this assessment. Based on the level of historical taxable
income and projections for future taxable income over the periods in
which the deferred tax assets are deductible, management believes that
it is more likely than not that the Company will realize the benefits of
these deductible differences, net of the existing valuation allowance at
December 31, 1996. The amount of the deferred tax asset considered
realizable, however, could be reduced if estimates of future taxable
income during the carryforward period are reduced.
As of December 31, 1996, the Company has net operating loss
carryforwards of approximately $154,811 for federal income tax reporting
purposes are as follows:
<TABLE>
<CAPTION>
OPERATING LOSS
YEAR OF EXPIRATION CARRYFORWARDS
---------------------------- ---------------------
<S> <C>
2004 $ 7,587
2005 28,547
2006 289
2007 43,642
2008 17,903
2009 17,635
2010 17,088
2011 22,120
--------
$154,811
========
</TABLE>
11
<PAGE> 12
BUMBLE BEE SEAFOODS, INC.
NOTES CONSOLIDATED FINANCIAL STATEMENTS, Continued
The Company has available for state tax reporting purposes operating
loss carryforwards of approximately $90,601 as of December 31, 1996. The
portion of the state tax carryforwards related to California are subject
to a California law adopted in July 1991, which retroactively suspended
utilization of California net operating loss carryforwards for the years
ended 1992 and 1991. With respect to state net operating loss
carryforwards incurred in California and suspended in 1992 and 1991, the
carryforward period is extended for two years for losses incurred prior
to 1991 and for one year for losses incurred in 1991. In 1993,
California adopted a law reducing the net operating loss carryforward
period from 15 years to 5 years, retroactive to loss years beginning
with 1987.
(5) EMPLOYEE BENEFIT PLANS
The Company has a retirement savings plan under the provisions of
Section 401(k) of the Internal Revenue Code as a benefit for employees.
Company contributions consist of matching contributions and
discretionary contributions, with the latter being determined by the
Board of Directors. The contributions are placed in a trust. During the
years ended December 31, 1996 and 1995, the Company charged
approximately $219 and $216, respectively, to operations for this plan.
BBII has a non-contributory defined benefit pension plan covering
substantially all of its employees. The benefits are based on the
employee's years of service and compensation prior to retirement. BBII's
funding policy is to contribute an amount neither less than the ERISA
minimum funding requirement nor more than the maximum that would be
deductible for tax purposes. Assets of the plan consist primarily of
certificates of deposits and mutual funds.
Net pension costs for 1996, 1995 and 1994 include the following
components:
<TABLE>
<CAPTION>
1996 1995 1994
------ ------ ------
<S> <C> <C> <C>
Service cost - benefits earned during
the period $ 560 $ 551 $ 515
Interest cost on projected benefit
obligation 345 321 258
Actual return on plan assets (341) (343) (208)
Net amortization of prior service cost
and deferral of net gain 76 138 11
----- ----- -----
Net pension cost $ 640 $ 667 $ 576
===== ===== =====
</TABLE>
12
<PAGE> 13
BUMBLE BEE SEAFOODS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
The following table sets forth the plan's funded status as of December
31, 1996 and 1995:
<TABLE>
<CAPTION>
1996 1995
------- -------
<S> <C> <C>
Actuarial present value of benefit obligations:
Vested benefits $ 4,032 $ 4,015
Nonvested benefits 390 330
------- -------
Accumulated benefit obligation $ 4,422 $ 4,345
======= =======
Projected benefit obligation ($5,382) ($5,322)
Plan assets at fair market value 3,696 3,285
------- -------
Projected benefit obligation in excess
of plan assets (1,686) (2,037)
Unrecognized net (gain) loss 110 604
Unrecognized prior service cost 14 17
Unrecognized transition obligation 42 50
Asset loss (gain) (65) (115)
Accrued pension cost ($1,585) ($1,481)
======= =======
</TABLE>
Assumptions used in accounting for the pension plan as of December 31,
1996 and 1995 were:
<TABLE>
<CAPTION>
<S> <C> <C>
Discount rate 7.0% 7.0%
Rate of increase in compensation 4.0% 4.0%
Expected rate of return on plan assets 8.0% 8.0%
</TABLE>
(6) Notes Payable
Notes payable are comprised of the following as of December 31, 1996 and
1995:
<TABLE>
<CAPTION>
1996 1995
-------- --------
<S> <C> <C>
Note payable A, prime rate plus 1.75% 20,500 25,000
Note payable B, prime rate plus 1.75%, with 0.5% increases
on November 15, 1995 and each six-month anniversary
thereafter 30,000 30,000
Subordinated note payable, including interest due at
maturity of $6,650 and $2,150, respectively 49,650 45,150
-------- --------
$100,150 $100,150
======== ========
</TABLE>
In May 1991, the Company negotiated amended and restated credit
agreements. Under the terms of the agreements, UGI contributed $43,000
additional capital to BBSI. As restructured, the senior debt is secured
by all assets of BBSI and by the shares of BBSI, and the subordinated
debt is secured by the shares of BBSI and guaranteed by UGI.
13
<PAGE> 14
BUMBLE BEE SEAFOODS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
Note payable A was for an original amount of $55,500 and bears interest
at the prime rate plus 1.75% (10.0% and 10.5% at December 31, 1996 and
1995, respectively) with scheduled quarterly installments and a final
payment of $20,500 due on May 15, 1996. Note payable B was for $30,000
and bears interest at the bank's prime rate plus 1.75% (11.5% and 12.0%
at December 31, 1996 and 1995, respectively) with interest payable
monthly and increasing 0.5% per annum each six-month period beginning
November 15, 1995, due on May 15, 1996.
Under terms of the amended and restated subordinated credit agreement,
the $65,000 due plus accrued interest of $7,382 at May 15, 1991 was
reduced by a cash payment of $22,000 with the remaining principal
balance converted into a note payable of $43,000. The note included no
interest for four years and simple interest at 5% in the fifth year,
principal and interest due on May 16, 1996.
The terms of the amended and restated credit agreement include a
revolving loan facility with a maximum credit availability of $71,000 at
the prime rate plus 1.75% (10.0% and 10.5% at December 31, 1996 and
1995, respectively). The amount outstanding under the revolving line of
credit was $70,111 and $68,313 at December 31, 1996 and 1995,
respectively.
On May 15, 1996, the Company received notice from the lenders indicating
it was in default of the credit agreement and that all amounts due under
the notes were immediately due and payable. The notice further indicated
that although the lenders are entitled to immediately cease making
advances under the revolving line of credit, they would continue to make
advances to the Company at their discretion on a day-to-day basis for
working capital purposes. The Company has subsequently received notice
from the lenders indicating that such advances will continue up to the
earlier of (a) April 25, 1997, or (b) five business days after the
termination in writing by any of the parties to the sale transaction
described in Note 10. Additionally, under the terms of the notice, the
Company continues to accrue the additional 3% penalty interest on the
outstanding loans. In February 1997, the Company paid $5,970 of the
accrued penalty interest; any additional penalty interest will be
payable when the loans are paid in full.
During October 1995, the Company received from its subordinated lender
notice of acceleration, due to the senior note default, declaring the
unpaid portion of $43,000 and the accrued interest thereon immediately
due and payable. The notice also modified the interest rate so that
interest accrues at 2% over prime. On May 16, 1996, the subordinated
note became due and payable in full and as a result of non-payment, the
Company is in default. The Company's subordinated lender has orally
indicated to management its intent to forbear, for an unspecified period
of time, from enforcing certain of its rights that arise because of the
default.
Management is pursuing a transaction, discussed more fully in Note 10,
to sell substantially all of the assets of the Company in order to
satisfy, in part, the debt obligations. The accompanying consolidated
financial statements do not include any adjustments that might result
from the outcome of this uncertainty.
14
<PAGE> 15
BUMBLE BEE SEAFOODS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
(7) RELATED PARTY TRANSACTIONS
The Company purchases canned tuna and frozen tuna loins under agreements
with Unicord Public Company Limited. During the years ended December 31,
1996, 1995 and 1994, the Company purchased $0, $3,198 and $46,850,
respectively, of products under the above described agreements. In
conjunction with these purchases, the Company issued trade acceptances
to foreign banks, which advanced funds to Unicord Public Company Limited
upon shipment of the product. Included in trade and other accounts
payable are amounts due to foreign banks under these trade acceptance
arrangements totaling approximately $27,831 as of December 31, 1996 and
1995. Net accounts payable due to Unicord Public Company Limited related
to the above purchases as of December 31, 1996 and 1995 were $7,062 and
$7,514, respectively. In addition, the Company purchases canned tuna and
frozen tuna loins from SEAFMAN. Total purchases from SEAFMAN during the
years ended December 31, 1996, 1995 and 1994 were $11,832, $11,377 and
$10,436, respectively. Net accounts payable related to the above
purchases at December 31, 1996 and 1995 were $583 and $1,922,
respectively.
(8) COMMITMENTS AND CONTINGENCIES
Lease Agreements
As of December 31, 1996, the Company had noncancelable lease commitments
for certain buildings and equipment which are accounted for as operating
leases and expire at various dates through 2005. Rent expense for the
years ended December 31, 1996, 1995 and 1994 was approximately $2,201,
$2,261 and $2,227, respectively.
The Company has also agreed to make payments under lease agreements for
the use of certain production machinery and equipment. The agreements
require fixed payments plus additional sums based on output. Total
payments made under these arrangements for the years ended December 31,
1996, 1995 and 1994 amounted to $300, $339 and $315, respectively.
The future minimum rental payments under these agreements are as
follows:
<TABLE>
<CAPTION>
YEAR ENDING DECEMBER 31,
------------------------
<S> <C>
1997 $1,846
1998 1,557
1999 1,354
2000 1,278
2001 1,317
Thereafter 1,373
------
Total $8,725
</TABLE> ======
15
<PAGE> 16
BUMBLE BEE SEAFOODS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
Purchase Commitments
In connection with its business, the Company and BBII routinely enter
into commitments relating to the purchase of certain finished goods and
raw fish. As of December 31, 1996, aggregate future commitments for such
purchases are estimated to be $15,716. These commitments expire on
August 31, 1997. The Company expects such purchase commitments to
approximate market value and does not anticipate any losses related to
the commitments.
Legal Matters
The Company is involved in various other claims and legal actions
arising in the ordinary course of business. In the opinion of
management, based in part upon advice from legal counsel, the ultimate
disposition of these other matters will not have a material adverse
effect on the Company's consolidated financial position, results of
operations or liquidity.
(9) SUBSEQUENT EVENT
On July 1, 1997, International Home Foods, Inc. ("IHF") consummated the
acquisition of substantially all of the assets (the "Assets") of the
Company, pursuant to the terms of an Asset Purchase and Sale Agreement
dated as of May 1, 1997 (the "Agreement") by and among the Company and
IHF and its wholly-owned subsidiary, Bumble Bee Acquisition Corporation.
The aggregate consideration paid for the assets was approximately $160
million in cash and the assumption of certain liabilities of the
Company, including trade payables and certain accrued liabilities. The
Assets consist primarily of inventory, accounts receivable, property,
plant and equipment and trademarks formerly used by the Company for the
processing and marketing of canned seafood products, principally tuna
and salmon, including processing facilities in Puerto Rico and
California. The transaction was approved by an order of the Federal
Bankruptcy Court for the Southern District of California on June 19,
1997, as part of the bankruptcy proceedings of the Company.
In conjunction with this transaction the Company has evaluated its
long-lived assets for impairment as required by SFAS No. 121. Based on
management's analysis of the expected consideration to be received and
the carrying amount of the net assets to be disposed of in the
transaction, the Company has determined that the carrying amount of
goodwill exceeds the estimated fair value by $63,000. Accordingly, the
Company has recorded a charge of $63,000 in the accompanying
consolidated statement of operations for the year ended December 31,
1996 related to the write-down of goodwill due to impairment.
16
<PAGE> 17
INTERNATIONAL HOME FOODS, INC.
INDEX TO FORM 8-K/A
(b) PRO FORMA FINANCIAL INFORMATION.
The following unaudited Pro Forma financial information required pursuant to
Article 11 of regulation S-X is filed with this amendment to the Company's Form
8-K which was previously filed on July 16, 1997.
<TABLE>
<CAPTION>
Page No.
--------
<S> <C>
Basis of Presentation 18
Unaudited Pro Forma Condensed Consolidated Balance 19
Sheet - June 30, 1997
Notes to Unaudited Pro Forma Condensed Consolidated Balance Sheet 20-21
Unaudited Pro Forma Condensed Consolidated Statement
of Operations - Year Ended December 31, 1996 22
Unaudited Pro Forma Condensed Consolidated Statement
of Operations - Six Months Ended June 30, 1997 23
Notes to Unaudited Pro Forma Condensed Consolidated Statement of
Operations 24
</TABLE>
17
<PAGE> 18
INTERNATIONAL HOME FOODS, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
BASIS OF PRESENTATION
The following unaudited pro forma combined financial statements (the "Unaudited
Pro Forma Condensed Consolidated Financial Statements") of the Company give
effect to (A) the acquisition of substantially all of the assets of Bumble Bee
Seafoods, Inc. and its wholly-owned subsidiaries, Bumble Bee International,
Inc., Santa Fe Springs Holding Company, and Commerce Distributing Company (the
"Acquisition") effectively July 1, 1997 and (B) the borrowings under the
amended loan facility (the "Loan Facility"), as amended and restated as of July
1, 1997 consisting of a $737 million term loan and a $140 million revolving
credit facility. The acquired/assumed assets and liabilities of Bumble Bee
Seafoods, Inc. and its wholly-owned subsidiaries by International Home Foods,
Inc. is herein referred to as Bumble Bee ("Bumble Bee"). The unaudited pro
forma adjustments are based on available information and certain assumptions
that the Company believes are reasonable.
The Unaudited Pro Forma Condensed Consolidated Financial Statements have been
prepared to give effect to the Acquisition and the amendment to the Loan
Facility (and the application of the net proceeds therefrom) as though such
transactions had occurred as of June 30, 1997, for the balance sheet and for
the period beginning January 1, 1996, for the statement of operations. The
acquisition of Bumble Bee was accounted for using the purchase method of
accounting. The total purchase price of Bumble Bee was allocated to the
tangible and intangible assets acquired and liabilities assumed based upon
their respective fair values. The allocation of the Bumble Bee purchase price
reflected in the Unaudited Pro Forma Condensed Consolidated Financial
Statements is preliminary and is subject to change upon finalization.
The Unaudited Pro Forma Condensed Consolidated Financial Statements do not
purport to be indicative of what the Company's financial position or results of
operations would actually have been had the Acquisition and the amendment to
the Loan Facility been completed on such date or at the beginning of the
periods indicated or to project the Company's results of operations for any
future period. The Unaudited Pro Forma Condensed Consolidated Financial
Statements should be read in conjunction with the accompanying notes and the
historical financial statements of the Company (previously filed with the
Securities and Exchange Commission) and the financial statements and notes of
Bumble Bee Seafoods, Inc. contained herein.
18
<PAGE> 19
INTERNATIONAL HOME FOODS, INC.
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
AS OF JUNE 30, 1997
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
Historical
----------------------------
Bumble Bee Pro Forma Pro Forma
IHF, Inc. Seafoods, Inc Adjustments Consolidated
----------- ------------- ----------- ------------
<S> <C> <C> <C> <C>
ASSETS
Current Assets
Cash and cash equivalents $ 74,549 $ 2,443 $ (58,675) (b) $ 18,317
Accounts Receivable, net 50,533 29,419 -- 79,952
Inventories 111,710 61,621 2,356 (a) 175,687
Other current assets 4,841 15,679 (12,590) (c) 7,930
Deferred income taxes 13,389 -- -- 13,389
----------- --------- --------- -----------
Total current assets $ 255,022 $ 109,162 $ (68,909) $ 295,275
Property, plant and equipment 185,398 18,986 1,617 (a) 206,001
Intangible assets, net 151,040 71,967 7,454 (d) 230,461
Deferred income taxes 341,211 -- -- 341,211
Other assets 29,620 2,718 3,174 (f) 35,512
----------- --------- --------- -----------
Total assets $ 962,291 $ 202,833 $ (56,664) $ 1,108,460
=========== ========= ========= ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Due to banks $ 6,883 $ -- $ -- $ 6,883
Note payable-revolve -- 67,626 (37,626) (e) 30,000
Note payable to Unicord -- 44,509 (44,509) (c) --
Current portion of long term debt 28,500 93,500 (85,500) (e) 36,500
Accounts payable 21,047 13,729 -- 34,776
Accrued salaries, wages and benefits 13,262 4,112 -- 17,374
Accrued advertising and promotion 45,522 14,214 -- 59,736
Accrued interest 11,290 9,312 (9,312) (c) 11,290
Other accrued liabilities 36,648 6,580 (2,466) (c) 40,762
----------- --------- --------- -----------
Total current liabilities $ 163,152 $ 253,582 $(179,413) $ 237,321
Long term debt 1,028,500 -- 72,000 (e) 1,100,500
Postretirement benefits obligation 18,039 -- -- 18,039
Other noncurrent liabilities -- -- -- --
----------- --------- --------- -----------
Total liabilities $ 1,209,691 $ 253,582 $(107,413) $ 1,355,860
STOCKHOLDERS' DEFICIENCY
Preferred stock-par value $.01 per share; authorized,
100,000,000 shares; no shares issued or outstanding
Common stock - par value $.01 per share; authorized,
1,900,000,000 shares; issued and outstanding
330,000,000 shares 3,300 35 (35) (g) 3,300
Additional paid-in capital (263,999) 121,965 (121,965) (h) (263,999)
Retained earnings (Accumulated deficit) 15,299 (172,749) 172,749) (l) 15,299
Foreign currency translation adjustment (2,000) -- -- (2,000)
----------- --------- --------- -----------
Total stockholders' deficiency (247,400) (50,749) 50,749 (247,400)
----------- --------- --------- -----------
Total liabilities and stockholders' deficiency $ 962,291 $ 202,833 $ (56,664) $ 1,108,460
=========== ========= ========= ===========
</TABLE>
See accompanying Notes to Unaudited Pro Forma Condensed Consolidated Balance
Sheet.
19
<PAGE> 20
INTERNATIONAL HOME FOODS, INC.
NOTES TO PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
(a) To record the excess of cost over fair value of net assets acquired
resulting from the preliminary purchase price allocation as follows:
<TABLE>
<S> <C>
Purchase price in cash $ 53,058
Increase in Loan Facility 110,000
---------
Total cost of acquisition including transaction fees $ 163,058
Less acquired assets:
Current assets 94,129
Property, plant and equipment 18,986
Intangibles 20,941
Other assets 2,718
Liabilities assumed (36,169)
---------
Excess of cost over net assets acquired $ 62,453
=========
</TABLE>
The excess of cost over net assets acquired of $62,453 has been allocated
on a preliminary basis as follows:
<TABLE>
<S> <C>
Inventory $ 2,356
Property, plant and equipment 1,617
Intangible assets/Bumble Bee trade name 31,559
Goodwill 26,921
--------
$ 62,453
========
(b) Cash
Purchase price from available IHF, Inc. cash (see note (a) $ (53,058)
Cash excluded from acquisition (2,443)
Cash paid for deferred financing fees (see note (f) (3,174)
---------
$ (58,675)
=========
</TABLE>
(c) The adjustments reflect the elimination of the following certain
assets/liabilities not acquired/assumed in connection with the
acquisition:
<TABLE>
<S> <C>
Assets
Other current assets $ (12,590)
Liabilities
Interest payable (9,312)
Other accrued liabilities (2,466)
Notes payable to Unicord (44,509)
</TABLE>
(d) Intangible assets:
<TABLE>
<S> <C>
Allocation of excess purchase price to the Bumble Bee trade name
(see note (a) $ 31,559
Goodwill resulting from acquisition of Bumble Bee (see note (a) 26,921
Elimination of Bumble Bee Seafoods Inc. historical organizational cost (8,015)
Elimination of Bumble Bee Seafoods Inc. historical goodwill (43,011)
---------
$ 7,454
=========
</TABLE>
20
<PAGE> 21
INTERNATIONAL HOME FOODS, INC.
NOTES TO PRO FORMA COMBINED BALANCE SHEET (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
(e) The adjustment to debt reflects additional debt under the Loan Facility and
the elimination of liabilities not assumed in connection with the
acquisition as follows:
<TABLE>
<S> <C>
Liability not assumed - notes payable - revolver $ (67,626)
Increase in notes payable - revolver related to Loan Facility 30,000
---------
$ (37,626)
=========
Liability not assumed - current portion of long term debt $ 93,500)
Increase in current portion of long term debt related to Loan Facility 8,000
---------
$ (85,500)
=========
Increase in long term debt related to Loan Facility $ 72,000
=========
</TABLE>
(f) The adjustment reflects the capitalized deferred financing fees of $3,174
associated with the Loan Facility.
<TABLE>
<S> <C>
Other assets $ 3,174
=========
(g) Common Stock:
Elimination of historical Bumble Bee Seafoods, Inc. common stock $ (35)
=========
(h) Additional paid-in capital:
Elimination of historical Bumble Bee Seafoods, Inc. paid-in capital $(121,965)
=========
(I) Retained earnings:
Elimination of historical Bumble Bee Seafoods, Inc. retained earnings $ 172,749
=========
</TABLE>
21
<PAGE> 22
INTERNATIONAL HOME FOODS, INC.
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
FOR YEAR ENDED DECEMBER 31, 1996
----------------------------------------------------------
Historical
--------------------------
Bumble Bee Pro Forma Pro Forma
IHF, Inc. Seafoods, Inc. Adjustments Consolidated
--------- -------------- ----------- ------------
<S> <C> <C> <C> <C> <C>
Net sales $ 942,792 $ 395,607 -- $ 1,338,399
Cost of sales 444,879 275,678 2,518 (a) 723,075
Gross profit 497,913 119,929 (2,518) 615,324
Marketing expenses 191,527 89,490 -- 281,017
Selling, general and administrative expense 150,536 21,400 -- 171,936
Amortization and write-down of goodwill 2,675 67,373 (63,012) (b) 7,036
--------- --------- --------- -----------
Operating (loss) income 153,175 (58,334) 60,494 155,335
Interest expense 17,072 19,322 (9,879) (c) 26,515
Other income (expense) net 177 127 -- 304
--------- --------- --------- -----------
Income (loss) before taxes 136,280 (77,529) 70,373 129,124
Provision for income taxes 53,319 439 2,949 (d) 56,707
--------- --------- --------- -----------
Net (loss) income $ 82,961 $ (77,968) $ 67,424 $ 72,417
========= ========= ========= ===========
Net income per common share
(330,000 shares outstanding) $ 0.25 $ 0.22
========= ===========
</TABLE>
See Accompanying Notes to Unaudited Pro Forma Condensed Consolidated Statement
of Operations.
22
<PAGE> 23
INTERNATIONAL HOME FOODS, INC.
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE SIX MONTHS ENDED JUNE 30, 1997
-----------------------------------------------------------
Historical
-------------------------
Bumble Bee Pro Forma Pro Forma
IHF, Inc. Seafoods, Inc. Adjustments Consolidated
--------- --------------- ----------- ------------
<S> <C> <C> <C> <C>
Net sales $494,422 $ 144,440 $ -- $ 638,862
Cost of sales 230,794 127,521 81 (a) 358,396
-------- --------- --------- ---------
Gross profit 263,628 16,919 (81) 280,466
Marketing expenses 109,254 7,301 -- 116,555
Selling, general and administrative expense 76,020 11,964 99 (b) 88,083
-------- --------- --------- ---------
Operating (loss) income 78,354 (2,346) (180) 75,828
Interest expense 51,765 10,041 (5,552) (c) 56,254
Other income (expense) net 1,572 (1,631) -- (59)
-------- --------- --------- ---------
Income (loss) before taxes 28,161 (14,018) 5,372 19,515
Provision for income taxes 11,264 183 2,149 (d) 13,596
-------- --------- --------- ---------
Net (loss) income $ 16,897 $ (14,201) $ 3,223 $ 5,919
======== ========= ========= =========
Net income per common share
(330,000 shares outstanding) $ 0.05 $ 0.02
======= =========
</TABLE>
See Accompanying Notes to Unaudited Pro Forma Condensed Consolidated Statement
of Operations.
23
<PAGE> 24
INTERNATIONAL HOME FOODS, INC.
NOTES TO PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
(a) Adjustment to cost of sales reflects the impact of adjusting inventory to
estimated fair value and an increase in depreciation resulting from the
adjustment of property, plant, and equipment to estimated fair value.
Property, plant and equipment is depreciated over approximately 10 years.
<TABLE>
<CAPTION>
YEAR ENDED SIX MONTHS
DECEMBER 31, ENDED
1996 JUNE 30, 1997
------------ -------------
<S> <C> <C>
Fair value adjustment of inventory $2,356 $--
------ ---
Increase in depreciation expense 162 81
$2,518 $81
====== ===
</TABLE>
(b) Adjustment records the amortization of goodwill associated with the
Acquisition, the increase in the amortization of the Bumble Bee trade name
reduced by the elimination of the write-down and amortization of Bumble Bee
Seafoods, Inc. historical goodwill and organizational costs. Preexisting
goodwill on the Bumble Bee Seafoods, Inc. historical financial statements
is directly affected by the Acquisition and, accordingly,the related
amortization and the write-down of goodwill have been eliminated. Goodwill
and the Bumble Bee trade name are amortized over 40 years and 10 years,
respectively.
<TABLE>
<CAPTION>
YEAR ENDED SIX MONTHS
DECEMBER 31, ENDED
1996 JUNE 30, 1997
------------ -------------
<S> <C> <C>
Increase in goodwill amortization $ 673 $ 337
Amortization of Bumble Bee trade name 3,156 1,578
Elimination of the Bumble Bee Seafoods, Inc.
historical goodwill and organizational cost
amortization (66,841) (1,816)
-------- -------
$(63,012) $ 99
======== =======
</TABLE>
(c) Adjustment reflects interest associated with the additional borrowings
under the loan facility for the acquisition, amortization of deferred
financing fees and the elimination of interest related to the
pre-acquisition indebtedness of Bumble Bee Seafoods,Inc.
<TABLE>
<CAPTION>
YEAR ENDED SIX MONTHS
DECEMBER 31, ENDED
1996 JUNE 30, 1997
------------ -------------
<S> <C> <C>
Loan Facility
Revolving Credit Facility @ 9.5% $ 2,850 $ 1,425
Term Loan Tranche A @ 7.91% 6,041 2,788
-------- --------
Interest expense 8,891 4,213
Amortization of deferred financing fees (1) 552 276
-------- --------
Pro forma interest expense 9,443 4,489
Elimination of Bumble Bee Seafoods, Inc.
historical interest expense (19,322) (10,041)
-------- --------
Net adjustment $ (9,879) $ (5,552)
======== ========
</TABLE>
(1) Adjustment reflects the amortization of deferred financing
fees associated with the loan facility. Deferred financing
fees are amortized by the effective interest method over the
term of the related debt.
(2) The effects of a 1/8% increase or decrease in interest rates
would increase or decrease total interest expense by
approximately $95 and $44 for the year ended December 31,
1996 and the six months ended June 30, 1997, respectively,
and would increase or decrease net income by approximately
$38 and $18 in the same periods.
(d) The tax effects of the pro forma adjustments is based on the estimated
applicable combined effect tax rate of 40% for the periods presented. The
pro forma adjustment related to the elimination of the write-down of Bumble
Bee Seafood, Inc. historical goodwill ($63,000) is not tax effected.
24
<PAGE> 25
INTERNATIONAL HOME FOODS, INC.
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
SIGNATURES
Pursuant to the requirement of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
International Home Foods, Inc.
(Registrant)
-------------------------------
Date: ________, 1997 C. Dean Metropoulos
Chairman of the Board and
Chief Executive
-------------------------------
Date: ________, 1997 N. Michael Dion
Senior Vice President and
Chief Financial Officer
25
